Buying and Selling

Two Gold Coast buyers just spent five years and a Supreme Court hearing discovering that the only thing standing between them and losing their apartments was a single word in clause 10.2.

The word was “must”.

If that sounds like a thin margin, it is. And it is thinner than most off-the-plan buyers realise, because of a gap in Queensland law that almost nobody talks about. Buy an off-the-plan block of land here and a developer can only walk away with your written consent or a Supreme Court order. Buy an apartment and it needs neither.

Hi everybody - George Sourris, Empire Legal. Here is how sunset clauses actually work in Queensland, what the Supreme Court decided in August 2026, and what to do about it before you sign.

Prefer to watch? Watch George explain sunset clauses in Queensland on YouTube.

TLDR

Queensland’s 2023 sunset clause protections apply to off-the-plan land only. Apartments in a community titles scheme are expressly carved out, so whether a developer can terminate your apartment contract at the sunset date comes down entirely to how the contract is worded. Get it reviewed before you sign, not after.

What a sunset clause does in a Queensland off-the-plan contract

A sunset clause is a long-stop date. The developer has until that date to do what the contract requires - get the plan sealed, register the scheme, settle - and if it has not happened, the contract can come to an end.

Off-the-plan contracts are not REIQ contracts. They are bespoke documents, often hundreds of pages, drafted by the developer’s solicitors. The sunset clause is one of the most commercially important clauses in the whole document and it is almost never negotiated.

Used properly it protects everyone. A developer is not locked into a project indefinitely, and you are not tied up for years with your deposit frozen. Used improperly, it is how a buyer loses a 2021 apartment so the developer can resell it at 2026 prices.

If you are buying off-the-plan, our off-the-plan contracts service exists for exactly this review.

The gap in Queensland law - land is protected, apartments are not

This is the part that matters, and it is not widely understood.

What the Land Sales Act gives land buyers

The Land Sales Act 1984 was amended in November 2023. Under sections 19C to 19F, a seller of a proposed lot can only terminate under a sunset clause if it:

• gives a sunset clause notice and receives your written consent; or
• obtains a Supreme Court order that termination is just and equitable; or
• relies on a limited prescribed circumstance.

The supporting protections are real. The notice must be given at least 28 days before the sunset date and must state the reasons. Silence is not consent. If the developer goes to court, the Court weighs mandatory factors including whether it acted unreasonably or in bad faith and whether the land has risen in value. The developer pays your costs unless you unreasonably withheld consent. You cannot contract out of any of it.

What apartment buyers get instead

Now read the definition of “proposed lot” in Schedule 1 of the same Act. It expressly does not include a proposed lot to which the Body Corporate and Community Management Act 1997, the Building Units and Group Titles Act 1980 or the South Bank Corporation Act 1989 applies.

Apartments in a community titles scheme are carved out. All of them.

What apartment buyers do have is section 217B of the Body Corporate and Community Management Act. It lets the buyer terminate if the developer has not settled by the sunset date, or by five and a half years after signing, whichever comes first. Where there is no sunset date at all, the period is three and a half years.

Read that again, because the important part is what it does not say. It gives the buyer a right. It says nothing about restricting the seller. So for an apartment, whether a developer can terminate at sunset is not a consumer protection question at all. It is a pure question of contract drafting.

Buying off-the-plan right now? Send us the contract before you sign it. We will tell you what the sunset clause actually does, what exit rights the developer has given itself, and whether the deal is worth the risk. Talk to us.

The Chevron One decision - how one word saved two apartments

On 21 August 2026 Justice Freeburn decided Malligan v Chevron Apartments Pty Ltd; Cantavenera v Chevron Apartments Pty Ltd [2026] QSC 195.

Two sets of buyers had signed in 2021 for apartments in a 40-storey tower on Chevron Island. One contract was dated 7 April 2021 for $840,000, the other 19 May 2021 for $760,000. Each had a sunset date five years after signing. Within days of each sunset date passing, the developer purported to terminate.

The buyers went to court and won. Both contracts were declared valid and binding.

The reason was clause 10.2, which said the developer must establish the scheme, register the plan and effect settlement by the sunset date. The developer ran four arguments and lost all four:

• “Must” should be read down into an obligation to use reasonable efforts, given COVID era supply chain chaos. Rejected. The clause was “unambiguous and susceptible of only one meaning”, and the contract already gave the developer extensive termination rights covering exactly that risk, including if the project became unviable.
• Preconditions in an earlier clause had not been met, so no obligation arose. Rejected - the clauses were not interdependent.
• Either party could terminate once the sunset date passed. Rejected. A party is presumed not to be entitled to rely on its own breach to end a contract.
• The buyers had been materially prejudiced by scheme changes and levies rising about 40 per cent, which would have triggered a mirrored termination right. Rejected. Levies moving from roughly $5,500 to $7,800 over five years was not material prejudice.

Notice what the buyers had to do to win. A Supreme Court proceeding, five years after signing, to keep a contract they had already performed. Nothing in the Land Sales Act helped them. They were saved by the drafting.

It is the second Queensland sunset clause case in two years to turn on the wording of a single clause and go against the developer. We covered the 2025 decision, and what it cost, separately here: luxury developer stung $6.1m over a sunset clause.

What to check before you sign an off-the-plan contract

Every one of these is a pre-contract question, and every one of them is cheaper to answer now than to argue later.

• Find the sunset date and convert it to a calendar date. Not “five years”. The date. Diarise it.
• Look for the word “must”. A clause requiring the developer to register and settle by the sunset date is worth far more to you than one promising reasonable endeavours. That single word decided Chevron One.
• Count every other termination right the developer has. Chevron One turned partly on how extensive they were.
• Check who can extend the sunset date. If the developer can extend unilaterally, it is not really a date.
• Check whether you have a reciprocal right to terminate, and on what trigger.
• Ask where the deposit is held and when it can be released. In a community titles scheme it should sit in trust until settlement.

Looking at a specific Brisbane project? We have walked through what buyers should check at ORO Newstead and Howard Smith Wharves, and the same sunset clause questions apply to both.

What to do if a developer tries to terminate your contract

Do not respond in writing until you have advice, and do not assume the termination is valid.

In Chevron One the developer’s termination was ineffective and the buyers kept their apartments, but that was not obvious on the day the notice landed. It took a Supreme Court proceeding to establish it.

If you are buying land and you receive a sunset clause notice, remember that failing to respond is not consent. If you are buying an apartment, the question is what your contract says, and that is a fast reading job for someone who does it for a living. Either way, timeframes are short and rights can be lost by conduct.

Is Queensland going to close the gap?

Possibly, but not yet, and not in the way you would hope.

The Attorney-General announced a review of the 2023 reforms on 1 September 2025 and consultation closed on 10 October 2025. No outcome, report or Bill has been announced since.

The scope of that review is off-the-plan land contracts only. The Queensland Law Society has been publicly campaigning to extend the protections to apartments, on the basis that there is no logical justification for the distinction. New South Wales has covered both since 2015 under section 66ZL of its Conveyancing Act.

Until that changes, if you are buying an apartment off-the-plan in Queensland, the contract is your only protection.

Frequently Asked Questions

Can a developer cancel my off-the-plan contract in Queensland?

For off-the-plan land, only with your written consent, a Supreme Court order, or in a limited prescribed circumstance. For an off-the-plan apartment, the statutory protections do not apply, so it depends entirely on what your contract says.

How long can a sunset clause run for in Queensland?

There is no single answer, because it is a contract term. The Chevron One contracts ran five years. Under section 217B of the Body Corporate and Community Management Act, a buyer of a proposed lot can terminate if settlement has not happened by the sunset date or five and a half years after signing, whichever is earlier, or three and a half years where there is no sunset date.

Do I get my deposit back if a sunset clause is triggered?

Generally yes. Deposits on off-the-plan contracts are held in a trust account and can only be released to the seller at settlement or when the contract is otherwise finalised and the seller is entitled to them. Where a buyer terminates under the Body Corporate and Community Management Act, the seller must repay everything within 14 days.

What happens if the developer resells my apartment for more?

A rise in value does not make a wrongful termination lawful, and it can make it expensive. Where a developer has ended a contract it was not entitled to end, damages are generally measured by the difference between the property’s market value and the price you agreed. In a rising market that gap can be worth more than the apartment itself.

What did the Supreme Court decide in the Chevron One case?

That both buyers’ contracts remained valid and binding. The contracts required the developer to establish the scheme, register the plan and settle by the sunset date, and the Court held that obligation was unambiguous. A party cannot rely on its own breach to bring a contract to an end.

Does a sunset clause protect the buyer or the developer?

Both, in theory. In practice, how the clause is drafted decides which. That is why the review happens before you sign.

Wrapping Up

Queensland gave off-the-plan land buyers a genuine set of protections in 2023 and gave apartment buyers almost nothing. Until Parliament closes that gap, the contract is the protection, and the time to read it properly is before you sign it, not when a termination notice arrives five years later.

If you are buying or selling property in Brisbane, the Gold Coast, or anywhere in Queensland, understanding how Queensland property law applies to your transaction is critical. We review off-the-plan contracts for buyers across South East Queensland and have acted as the preferred buyer solicitors on multiple off-the-plan developments.

Standard fees, published up front. Call 07 3088 7675, see our off-the-plan contracts service, or get in touch.

TL;DR: Vendor finance is when the seller acts as the bank. You pay them directly, in instalments, instead of borrowing from a lender. In Queensland it is almost always an instalment contract under the Property Law Act 2023. That gives buyers real statutory protections, but under section 90 some of those protections do not switch on until the buyer serves a written notice. Meanwhile transfer duty is assessed on the full price from the day you sign, land tax moves to the buyer on possession, and the seller is taxed on the whole capital gain in the year of the contract, not the year they get paid. Get it drafted properly or do not sign.

What is vendor finance and how does it work?

Picture buying a house, but instead of a bank handing over the money, the seller does. You move in, and you pay the seller back over time, usually in regular instalments with interest, until the price is paid off. The seller keeps the title until you have paid in full.

You will also hear it called seller finance, vendor terms, owner finance or a terms contract. Same idea: the person selling the property is also the one financing it.

It is not the norm. Most people buy with a bank loan. But vendor finance turns up when a buyer cannot get traditional finance, or when a seller wants to widen the pool of people who can say yes.

Why would a seller offer vendor finance?

A few reasons. The property might be tricky to sell the usual way. The seller might prefer earning interest on the sale to taking a lump sum. Or they simply want to get a deal across the line with a buyer the banks have knocked back.

For the buyer the pitch is simple: you get into a home without jumping through the usual lending hoops, often with a smaller deposit. For someone self-employed, new to the country or rebuilding credit, that can be a genuine opportunity.

The catch is that you are trusting an individual, not a regulated lender. The interest rate is usually higher than a bank’s, the terms are tighter, and the consequences of missing a payment are more serious than a polite letter. The deal is only as good as the contract behind it.

Is vendor finance the same as an instalment contract?

In Queensland, nearly always. Section 89 of the Property Law Act 2023 defines an instalment contract as a contract for the sale of land where the buyer is bound to make one or more payments of the purchase price by instalment, other than a deposit, and is not entitled to a transfer of title in exchange for those payments.

The word doing the work is deposit. Under section 87 a deposit means a sum of not more than the prescribed percentage of the price, refundable if the seller breaches. The prescribed percentage is 10%, or 20% for a proposed lot. Push the deposit past that line, or make it non-refundable, and it stops being a deposit and starts being an instalment. That is how ordinary-looking contracts become instalment contracts by accident. We have set out the mechanics in detail in our guide to instalment contracts in QLD.

What protections does a buyer get under an instalment contract?

Four that matter, and they are genuinely strong:

The seller cannot terminate the moment you fall behind. Under section 91 the seller must give you a notice in the approved form and wait 30 days. Pay the outstanding amount inside those 30 days and the seller’s right to terminate ends, and you are treated as never having been in default.

The seller cannot sell or mortgage the land behind your back. Section 92 requires your consent, and consent only counts if the seller has told you the terms first and you have said yes to those terms in writing. Break that rule and the contract is voidable by you before settlement, and you can recover your deposit and instalments as a debt.

You can caveat the title. Section 93 lets you lodge a caveat forbidding registration of any dealing until settlement. It is a specific statutory caveat, not the ordinary kind. If you want the background, see our explainer on caveats in Queensland.

You can force the transfer. Under section 94, a buyer who is not in default can give the seller notice requiring transfer on a stated day in exchange for the balance owing. The notice has to make time of the essence and be given at least three months ahead.

Have your buyer protections actually started yet?

This is the part almost nobody mentions, and it is the single most important thing on this page.

Section 90 says that where a contract may, at the buyer’s election, be performed in a way that would make it an instalment contract, the contract is not an instalment contract unless and until the buyer gives the seller a notice electing to perform it that way.

Read that again. If your contract binds you to pay by instalments, section 89 applies and you are protected from the start. But if the contract merely gives you the option of paying that way, you get none of the section 91 to 94 protections until you serve that notice. No 30 day grace period. No caveat right. No restriction on the seller mortgaging the property.

Plenty of buyers assume the protections are automatic because that is how the old Property Law Act 1974 worked. It was repealed on 1 August 2025. If you are in a vendor finance arrangement right now, the question to ask your solicitor today is whether that notice has been served.

When is stamp duty payable on a vendor finance deal?

Immediately, on the full price, years before you own anything.

Transfer duty attaches to the agreement, not the transfer. Under the Duties Act 2001 the liability arises when the agreement is made, and the dutiable value is the consideration or the unencumbered value if that is higher. Nothing about the deferred title reduces it or spreads it across the instalments. The documents have to be lodged within 30 days of the liability date.

So a buyer paying off a $700,000 house over eight years owes duty on $700,000 in the first month, while still holding no title. Work out the number before you sign with our QLD stamp duty calculator, and read how transfer duty actually works if the timing surprises you.

And do not plan on deferring it. Queensland Revenue Office Public Ruling DA019.1.5 says an extension of time to lodge will not be granted where the condition is part of an arrangement to defer duty, and it names contracts conditional on payment of the purchase money as an example.

Who pays land tax and rates before the title transfers?

This one catches people, because the two answers point in opposite directions.

Land tax follows possession. Section 11 of the Land Tax Act 2010 says that where an agreement has been made for the sale of land, the buyer is taken to be the owner as soon as the buyer is in possession, and it applies whether or not the agreement has been completed. So the buyer can pick up a land tax liability years before the title is in their name, and land tax is assessed at midnight on 30 June. Our QLD land tax guide covers the thresholds.

Council rates generally follow the title. The council will usually still look to the registered owner, which is the seller. That makes rates a contract problem rather than a statutory one, and it needs to be dealt with expressly in the drafting.

Does a seller need a credit licence to offer vendor finance?

Possibly, and getting this wrong is the most expensive mistake on this page.

Section 10 of the National Credit Code treats an instalment land contract as the provision of credit, with the seller as the credit provider. Whether the Code actually bites turns on section 5, and in practice on one limb: whether the credit is provided in the course of a business of providing credit, or as part of or incidentally to another business.

ASIC’s Regulatory Guide 203 gives the example of a private landowner selling a single parcel by instalment contract and says they are unlikely to be carrying on a business of providing credit. But it also says that a landowner who subdivides and sells several parcels this way is more likely to be. And section 13 presumes the Code applies unless the contrary is established, so the onus sits with the seller.

If you land on the wrong side of it, section 29 of the National Consumer Credit Protection Act 2009 carries a civil penalty of 5,000 penalty units. At the Commonwealth penalty unit of $364 from 1 July 2026, that is a maximum of roughly $1.82 million for an individual. This is not a corner to cut, and it is exactly why the agreement needs proper drafting. See our loan agreements service.

When does the seller pay capital gains tax?

In the year of the contract, not the year the money arrives.

Under section 104-10 of the Income Tax Assessment Act 1997, CGT event A1 happens when you enter into the contract for the disposal. Taxation Determination TD 94/89 confirms the gain belongs to the year the contract was made, and that a seller is not required to return it until settlement actually occurs, at which point the assessment for that earlier year may need to be amended.

On a ten year instalment contract that means going back and amending a decade-old assessment, at that year’s rates and thresholds, with interest exposure if you are slow about it. The whole gain lands in one early year while the cash trickles in over ten. Model it first with our capital gains tax calculator, and get advice from your accountant before you agree to anything.

Do you still need a seller disclosure statement?

Yes. There is no vendor finance exception.

Since 1 August 2025, section 99 of the Property Law Act 2023 requires a seller to give the buyer a disclosure statement in the approved form, the Form 2, together with the prescribed certificates, before the buyer signs. The exceptions in section 100 cover related parties, government buyers, court orders, transmissions on death and very high value sales. An instalment contract is not among them.

Get it wrong and the buyer may have a termination right. See our seller’s disclosure service and what the Form 2 means for buyers.

Is rent to buy the same as vendor finance?

Not quite, and the difference matters. Under a rent to buy or rent to own arrangement you are usually a tenant paying rent, with an option to purchase later at an agreed price. Under vendor finance you are a buyer under a contract of sale from day one, paying down a purchase price.

The labels get used loosely and the legal consequences are completely different: who can evict you, what happens to the money you have already paid, whether you have any interest in the land at all. If someone is offering you a rent to buy deal, have the paperwork read before you hand over anything. An option structure has its own rules, which we cover in our guide to put and call options in QLD.

How do you protect yourself before you sign?

Whether you are the buyer or the seller, the rule is the same: get advice before you sign, not after.

For buyers, that means knowing the interest rate, the payment schedule, what happens if you fall behind, when and how you actually get the title, and whether the section 90 notice needs serving. For sellers, it means a contract that protects you if the buyer stops paying, a clear position on the credit licence question, and an accountant’s view on the CGT timing before you commit.

This is what our free pre-contract review is for. Send us the paperwork before you commit and we will tell you straight whether it stacks up. Vendor finance sits outside a standard conveyance, so it is quoted separately rather than at our standard fixed conveyancing fees.

Frequently asked questions

Is vendor finance legal in Queensland?

Yes. These arrangements are legal, and in Queensland they are usually instalment contracts governed by Part 7 Division 3 of the Property Law Act 2023. The rules apply despite any agreement to the contrary, so the parties cannot contract out of them.

What makes a contract an instalment contract in QLD?

The buyer being bound to pay the price in instalments, other than a deposit, without being entitled to a transfer of title in exchange. A deposit is capped at 10% of the price, or 20% for a proposed lot, and must be refundable if the seller breaches. Exceed that cap or make it non-refundable and the payments become instalments.

What happens if I miss a payment under vendor finance?

If the contract is an instalment contract, the seller cannot terminate for a missed instalment until 30 days after giving you a notice in the approved form. Pay within those 30 days and the seller’s right to terminate ends. Outside that regime, the ordinary contractual default provisions apply, which are far less forgiving.

Can a vendor finance buyer lodge a caveat?

Yes, a buyer under an instalment contract can lodge a caveat under section 93 forbidding registration of any dealing until settlement. It can be removed with the buyer’s consent, if the contract ends, or on other grounds shown to the registrar or the court.

Do you pay stamp duty twice on vendor finance?

No. Duty is assessed once, on the agreement, when it is made. The later transfer of title gives effect to the same dutiable transaction. The trap is not paying twice, it is paying the full amount years before you get the title.

Do I need a solicitor for a vendor finance deal?

Yes, and both sides need their own. Empire Legal never acts for both the buyer and the seller in the same transaction. Between the section 90 election, duty timing, land tax, seller disclosure, the credit licence question and CGT, this is not a deal to do on a handshake.